Exhibit 4.1

                     CONVERTIBLE PREFERRED STOCK AND WARRANT

                               PURCHASE AGREEMENT

         THIS CONVERTIBLE  PREFERRED STOCK AND WARRANT PURCHASE  AGREEMENT (this
"Agreement")  is made as of ________  by and  between  NuWay  Medical,  Inc.,  a
Delaware   corporation   (the   "Company"),   and   _____________________   (the
"Purchaser").

                                    RECITALS

         WHEREAS, the Company desires to sell to Purchaser and Purchaser desires
to  purchase  from the  Company  NuWay  Medical,  Inc.  shares of the  Company's
Convertible  Preferred Stock (the  "Convertible  Preferred Stock") at a price of
$.50 per share,  with one Warrant per share purchased;  said Warrant(s) shall be
exercisable  at .20 cents per  Warrant,  no sooner  than six (6) months from the
date of  issuance  expiring  at the end of Three (3) years and  callable  by the
Company if it's Common  Stock  trades at or above .35 cents for ten  consecutive
trading  days.  Subject to the terms and  conditions  of this  Agreement and the
other documents or instruments contemplated hereby.

         NOW, THEREFORE, the parties hereto hereby agree as follows:

                                    AGREEMENT

Section 1. Sale and Issuance of Convertible Preferred Stock.


         Subject to the terms and conditions of this Agreement,  the Company has
authorized  the  sale  and  issuance  (the   "Issuance")  to  Purchaser  of  the
Convertible  Preferred  Stock.  At the Closing (as defined in Section 2.1),  the
Company shall sell to Purchaser,  and Purchaser shall purchase from the Company,
the  Convertible  Preferred  Stock at a  purchase  price of $.50 per  share,  to
include One Warrant for each share  purchased,  exercisable  at $ .20 cents with
six month piggy-back  registration rights. The Warrant will be exercisable for a
term of Three (3) years, at which point the Warrant may be extended or called in
by the Company. The holders of the Preferred shall have the right to convert the
Preferred,  at the option of the holder,  after sic months into shares of Common
Stock of the Company,  at the rate of one share of  Preferred  for each share of
Common   Stock   subject   to   proportional   adjustments   made  for   capital
reorganizations, stock splits, reclassifications, etc. The Convertible Preferred
Stock and the Warrants are being offered  separately and not as units,  and each
is separately transferable The total purchase price is $.50 PER SHARE MULTIPLIED
BY THE NUMBER OF SHARES PURCHASED (the "Purchase  Price"),  subject to the terms
and conditions of this Agreement.

Section 2. The Closing.

         2.1 The Closing.

         The closing of the Issuance to  Purchaser  (the  "Closing")  shall take
place  simultaneously  with the execution and delivery of this  Agreement at the
offices of the Company.

<PAGE>

         2.2 Actions at the Closing.

         (a) At the  Closing,  or within  Ninety (90) days,  the  Company  shall
deliver to Purchaser a stock certificate  representing the Convertible Preferred
Stock. In addition, The Company will issues applicable Warrant certificates.  In
the absence of the issuance of any  certificate  due, this agreement shall serve
as evidence of ownership.

         (b) At the  Closing,  Seller  shall  execute and deliver to the Company
payment equal to Fifty Cents ($.50) per share multiplied by the number of shares
purchased in cash.

         (c)  Schedule  A  attached  ("Schedule  A"),  describes  the  amount of
investment by purchaser, as may be amended from time to time.

Section 3. Representations and Warranties of the Company.

         The Company hereby represents and warrants to Purchaser as follows:

         3.1 Organization.

         The Company is duly  organized,  validly  existing and in good standing
under the laws of the State of Delaware and is qualified to conduct its business
as a  foreign  corporation  in each  jurisdiction  where  the  failure  to be so
qualified would have a material adverse effect on the Company.

         3.2 Authorization of Agreement, Etc.

         The  execution,  delivery  and  performance  by  the  Company  of  this
Agreement, and all other documents or instruments contemplated hereby or thereby
have been duly authorized by all requisite corporate action by the Company;  and
this Agreement has been duly executed and delivered by the Company.  Each of the
Documents when executed and delivered by the Company,  constitutes the valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms, subject to applicable  bankruptcy,  insolvency,  reorganization,
fraudulent  conveyance,  moratorium or other similar laws  affecting  creditors'
rights and  remedies  generally,  and  subject as to  enforceability  to general
principles  of  equity  (regardless  of  whether  enforcement  is  sought  in  a
proceeding at law or in equity).

         3.3 Capitalization.

                  The  authorized  capital stock of the Company  consists of (i)
100,000,000 shares of common stock, of which approximately 23,000,000 shares are
issued and outstanding,  and (ii) 25,000,000  shares of preferred stock, none of
which are issued or outstanding.

Section 4. Representations and Warranties of Purchaser.

         Purchaser hereby represents and warrants to the Company as follows:

         4.1 Authorization of the Documents.

         Purchaser  has  all  requisite   power  and  authority   (corporate  or
otherwise)  to  execute,  deliver  and perform  this  Agreement,  and each other
document  or  instrument  contemplated  hereby or thereby  and the  transactions
contemplated  thereby, and the execution,  delivery and performance by Purchaser
of the Documents have been duly authorized by all requisite  action by Purchaser
and each such Document, when executed and delivered by Purchaser,  constitutes a
valid and binding  obligation of  Purchaser,  enforceable  against  Purchaser in
accordance  with  its  terms,  subject  to  applicable  bankruptcy,  insolvency,
reorganization,   fraudulent  conveyance,   moratorium  or  other  similar  laws
affecting  creditors'  rights  and  remedies  generally,   and  subject,  as  to
enforceability,   to  general   principles  of  equity  (regardless  of  whether
enforcement is sought in a proceeding at law or in equity).

         4.2 Not an Affiliate; No Prior Investment.

         Purchaser is neither an officer, director nor "affiliate" (as that term
is  defined  in  Rule  405 of  the  Securities  Act of  1933,  as  amended  (the
"Securities  Act").  Neither  Purchaser nor any of its  affiliates  owned in the
aggregate five percent (5%) or greater  percentage of Company common stock at or
prior to the Closing Date.

         4.3  Investment  Intent.  This  Agreement  is made  with  Purchaser  in
reliance  upon  Purchaser's   representations  to  the  Company,   evidenced  by
Purchaser's  execution  of this  Agreement,  that  Purchaser  is  acquiring  the
Convertible Preferred Stock for investment for Purchaser's own accounts,  not as
nominee or agent,  and not with a view to, or for resale in connection with, any
distribution or public offering thereof within the meaning of the Securities Act
of 1933, as amended (the "Securities Act").

         4.4 Convertible  Preferred Stock Not Registered.  Purchaser understands
and  acknowledges  that the offering of Convertible  Preferred Stock pursuant to
this  Agreement  will not be registered  under the Securities Act on the grounds
that the offering and sale of  securities  contemplated  by this  Agreement  are
exempt from  registration  under the  Securities  Act  pursuant to Section  4(2)
thereof,  and that the Company's reliance upon such exemption is predicated upon
Purchaser's  representations set forth in this Agreement.  Purchaser understands
and acknowledges that the Convertible  Preferred Stock must be held indefinitely
unless the  Convertible  Preferred Stock is  subsequently  registered  under the
Securities Act or an exemption from such registration is available.(See  section
1. Sale and Issuance of Convertible Preferred Stock).

         4.5 Knowledge  and  Experience.  Purchaser  (i) has such  knowledge and
experience in financial and business  matters as to be capable of evaluating the
merits and risks of Purchaser's prospective investment in the Common Stock; (ii)
has the ability to bear the economic risk of Purchaser's prospective investment;
(iii)  has  been  furnished  with  and has had  access  to such  information  as
Purchaser  has  considered  necessary to verify the accuracy of the  information
supplied;  (iv)  has had all  questions  which  have  been  asked  by  Purchaser
satisfactorily  answered  by the  Company;  and  (v) has not  been  offered  the
Convertible  Preferred Stock by any form of  advertisement,  article,  notice or
other communication  published in any newspaper,  magazine,  or similar media or
broadcast over  television or radio,  or any seminar or meeting whose  attendees
have been invited by any such media.

         4.6 Not Organized to Purchase. Purchaser has not been organized for the
purpose  of  purchasing  the  Convertible  Preferred  Stock.   Purchaser  is  an
accredited  investor as defined in Rule 501(a) of Regulation D promulgated under
the Securities Act.

         4.7 Holding  Requirements.  Purchaser  understands  that if the Company
does not have a registration  statement covering the Convertible Preferred Stock
under  the  Securities  Act  in  effect  when  Purchaser  decides  to  sell  the
Convertible  Preferred Stock,  Purchaser may be required to hold the Convertible
Preferred  Stock  subject to  piggy-back  registration  rights.  Purchaser  also
understands that any sale of the Convertible  Preferred Stock that might be made
by Purchaser in reliance upon Rule 144 under the Securities Act may be made only
in limited amounts in accordance with the terms and conditions of that rule.

         4.8 Legend.  Purchaser  understands that each certificate  representing
the Convertible  Preferred Stock shall be stamped or otherwise  imprinted with a
legend in the following form:

         "THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
         UNDER THE SECURITIES LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE SOLD
         OR OFFERED FOR SALE OR OTHERWISE HYPOTHECATED OR DISTRIBUTED EXCEPT (A)
         PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT  FOR SUCH  SECURITIES
         UNDER  THE  ACT,  OR  (B)  PURSUANT  TO A  VALID  EXEMPTION  FROM  SUCH
         REGISTRATION  UNDER THE ACT AND UNDER THE  SECURITIES  LAW OF ANY STATE
         AND UPON  RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL  SATISFACTORY
         IN FORM AND SUBSTANCE TO IT THAT ANY SUCH SALE IS IN  COMPLIANCE  WITH,
         OR NOT SUBJECT TO, THE ACT AND STATE SECURITIES LAWS."

         Where  applicable,  the  Company  shall  remove  such  legend  so as to
facilitate the sale of such shares, if and to the extent applicable, pursuant to
Rule 144  under  the Act,  provided  (in the  case of Rule  144  sales)  that if
Purchaser   requests  such  removal,   the  Company  shall  have  provided  such
documentation as the Company and its transfer agent shall reasonably  require in
connection therewith.

Section 5. Indemnification.

         Purchaser   hereby   agrees  to  indemnify  and  defend  (with  counsel
acceptable  to the Company) the Company and its officers,  directors,  employees
and agents and hold them harmless from and against any and all liability,  loss,
damage,  cost or  expense,  including  costs  and  reasonable  attorneys'  fees,
incurred on account of or arising from:

         (i)  Any  breach  of  or  inaccuracy  in  Purchaser's  representations,
warranties or agreements herein;

         (ii)  Any  action,  suit or  proceeding  based  on a claim  that any of
Purchaser's  representations  and warranties were  inaccurate or misleading,  or


<PAGE>

otherwise  cause for  obtaining  damages  or  redress  from the  Company  or any
officer, director, employee or agent of the Company under the Securities Act.

         Registration Rights.

Section  6.  The  Purchaser  in this  offering  will be  granted  the  following
"piggy-back" registration rights:


         (a) Whenever the Company shall propose to file a registration statement
under the Securities Act on a form which permits the inclusion of the Shares for
resale  (the  "Registration  Statement"),  it will give  written  notice to each
Purchaser  in this  offering at least  fifteen (15)  business  days prior to the
anticipated filing thereof, specifying the approximate date on which the Company
proposes  to  file  the  Registration  Statement  and  the  intended  method  of
distribution in connection therewith, and advising the holder of the Shares (the
"Shareholder")  of his right to have any or all of the  Shares  then held by him
included among the securities to be covered by such registration  statement (the
"Piggy-Back Rights").



         (b) Subject to Section  (d) and  Section (e) hereof,  in the event that
the  Shareholder  has and shall  elect to utilize  the  Piggy-Back  Rights,  the
Company  shall  include in the  Registration  Statement the number of the Shares
identified by the  Shareholder in a written request (the  "Piggy-Back  Request")
given to the Company not later than ten (10) Business Days prior to the proposed
filing  date  of  the  Registration  Statement.  The  Shares  identified  in the
Piggy-Back  Request shall be included in the Registration  Statement on the same
terms and  conditions  as the  other  shares of  Common  Stock  included  in the
Registration Statement.



         (c)  Notwithstanding  anything in this  Agreement to the contrary,  the
Shareholder  shall not have Piggy-Back Rights with respect to (i) a registration
statement  on Form  S-4 or Form  S-8 or  Form  S-3  (with  respect  to  dividend
reinvestment  plans and similar plans) or any successor  forms  thereto,  (ii) a
registration statement filed in connection with an exchange offer or an offering
of securities solely to existing stockholders or employees of the Company, (iii)
a registration  statement filed in connection with an offering by the Company of
securities  convertible  into or  exchangeable  for  Common  Stock,  and  (iv) a
registration  statement filed in connection with private placement of securities
of the Company  (whether for cash or in connection  with an  acquisition  by the
Company or one of its subsidiaries).



         (d) If the lead  managing  underwriter  selected  by the Company for an
underwritten  offering for which Piggy-Back Rights are requested determines that
marketing  or other  factors  require a  limitation  on the  number of shares of
Common Stock to be offered and sold in such offering,  then (i) such underwriter
shall  provide   written   notice  thereof  to  each  of  the  Company  and  the
Shareholders,  and (ii) there  shall be  included in the  offering,  first,  all
shares of Common  Stock  proposed  by the Company to be sold for its account (or
such  lesser  amount as shall equal the maximum  number  determined  by the lead
managing  underwriter  as  aforesaid)  and,  second,  only that number of Shares

<PAGE>

requested to be included in the  Registration  Statement by the Shareholder that
such lead managing  underwriter  reasonably  and in good faith believes will not
substantially  interfere with (including,  without limitation,  adversely affect
the pricing of) the  offering of all the shares of Common Stock that the Company
desires to sell for its own account.



         (e) Nothing contained in this Section shall create any liability on the
part of the Company to the  Shareholder  if the  Company  for any reason  should
decide not to file a  Registration  Statement  for which  Piggy-Back  Rights are
available or to withdraw such Registration  Statement  subsequent to its filing,
regardless of any action whatsoever that the Shareholder may have taken, whether
as a result of the issuance by the Company of any notice hereunder or otherwise.



         (f) As a condition  to  providing  Piggy-Back  Rights,  the Company may
require each  Shareholder to furnish to the Company in writing such  information
regarding the proposed  distribution by such Shareholder as the Company may from
time to time reasonably request.



         (g) Except as set forth below,  the Company  shall bear all expenses of
the Registration  Statement.  Each Shareholder will be individually  responsible
for payment of his own legal fees (if the selling  security holder retains legal
counsel  separate  from that of the  Company),  underwriting  fees and brokerage
discounts,  commissions  and other sales expenses  incident to any  registration
hereunder.



Section 7. Successors and Assigns.

         This  Agreement  shall bind and inure to the  benefit  of the  Company,
Purchaser and their respective successors and assigns.

Section 8. Final Agreement; Entire Agreement.

         This  Agreement and the other  writings and  agreements  referred to in
this Agreement or delivered  pursuant to this Agreement are the final agreements
between the parties and  contain the entire  understanding  of the parties  with
respect to the subject  matter  hereof and supersede  all prior  agreements  and
understandings,  written and oral,  signed or  unsigned,  among the parties with
respect thereto.

Section 9. Notices.

         All  notices,  demands and  requests of any kind to be delivered to any
party in connection  with this Agreement shall be in writing and shall be deemed
to   have   been   duly   given   if   personally   delivered   or  if  sent  by
internationally-recognized overnight courier or by registered or certified mail,
return receipt requested and postage prepaid, addressed as follows:

<PAGE>

                  if to the Company, to:

                                    NuWay Medical, Inc.
                                    23461 South Pointe Dr. suite 200
                                    Laguna Hills, CA. 92653
                                    Attention: Dennis Calvert

                  if to the Purchaser, to:

                                    ---------------------------

                                    ---------------------------

                                    ---------------------------

                                    ---------------------------


or to such  other  address  as the party to whom  notice is to be given may have
furnished to the other parties to this  Agreement in writing in accordance  with
the  provisions  of this Section 10. Any such notice or  communication  shall be
deemed to have been received (i) in the case of personal  delivery,  on the date
of such  delivery,  (ii) in the  case  of  internationally-recognized  overnight
courier, on the next business day after the date when sent and (iii) in the case
of mailing,  on the third business day following that on which the piece of mail
containing such communication is posted.

Section 10. Amendments.

         This Agreement may not be modified or amended, or any of the provisions
of this  Agreement  waived,  except by  written  agreement  of the  Company  and
Purchaser.

Section 11. Governing Law; Waiver of Jury Trial.

         All questions concerning the construction,  interpretation and validity
of this Agreement  shall be governed by and construed and enforced in accordance
with the domestic laws of the State of California  without  giving effect to any
choice or conflict of law  provision or rule (whether in the State of California
or any other  jurisdiction)  that would cause the application of the laws of any
jurisdiction  other  than  the  State  of  California.  In  furtherance  of  the
foregoing,  the  internal  law of the  State  of  California  will  control  the
interpretation   and  construction  of  this  Agreement,   even  if  under  such
jurisdiction's choice of law or conflict of law analysis, the substantive law of
some other jurisdiction would ordinarily or necessarily apply.

         BECAUSE   DISPUTES   ARISING  IN  CONNECTION  WITH  COMPLEX   FINANCIAL
TRANSACTIONS  ARE MOST QUICKLY AND  ECONOMICALLY  RESOLVED BY AN EXPERIENCED AND
EXPERT  PERSON  AND THE  PARTIES  WISH  APPLICABLE  LAWS TO APPLY  (RATHER  THAN
ARBITRATION  RULES),  THE PARTIES  DESIRE  THAT THEIR  DISPUTES BE RESOLVED BY A
JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE,  TO ACHIEVE THE BEST COMBINATION
OF THE BENEFITS OF THE JUDICIAL  SYSTEM AND OF  ARBITRATION,  THE PARTIES HERETO


<PAGE>

WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,  SUIT OR  PROCEEDING  BROUGHT TO
ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES  UNDER THIS  AGREEMENT OR ANY DOCUMENTS
RELATED HERETO.

Section 12. Submission to Jurisdiction.

         Any legal action or  proceeding  with respect to this  Agreement may be
brought  in the  courts  of the State of  California  and the  United  States of
America  located in the City of Los Angeles,  California  and, by execution  and
delivery of this Agreement, the Company hereby accepts for itself and in respect
of  its  property,  generally  and  unconditionally,  the  jurisdiction  of  the
aforesaid courts.  Purchaser hereby  irrevocably  waives, in connection with any
such action or proceeding,  any objection,  including,  without limitation,  any
objection to the venue or based on the grounds of forum non conveniens, which it
may now or hereafter  have to the bringing of any such action or  proceeding  in
such respective  jurisdictions.  Purchaser  hereby  irrevocably  consents to the
service  of process of any of the  aforementioned  courts in any such  action or
proceeding by the mailing of copies  thereof by  registered  or certified  mail,
postage prepaid, to it at its address as set forth herein.

Section 13. Severability.

         It is the desire and intent of the parties that the  provisions of this
Agreement be enforced to the fullest extent permissible under the law and public
policies  applied  in  each   jurisdiction  in  which   enforcement  is  sought.
Accordingly,  in the event that any provision of this Agreement would be held in
any jurisdiction to be invalid, prohibited or unenforceable for any reason, such
provision, as to such jurisdiction,  shall be ineffective,  without invalidating
the  remaining  provisions  of this  Agreement  or  affecting  the  validity  or
enforceability  of  such  provision  in any  jurisdiction.  Notwithstanding  the
foregoing,  if such provision could be more narrowly drawn so as not be invalid,
prohibited  or  unenforceable  in  such  jurisdiction,  it  shall,  as  to  such
jurisdiction,   be  so  narrowly  drawn,   without  invalidating  the  remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.

Section  14.   Independence  of  Agreements,   Covenants,   Representations  and
Warranties.

         All  agreements  and  covenants  hereunder  shall be given  independent
effect so that if a certain  action or condition  constitutes  a default under a
certain  agreement  or  covenant,  the fact that such  action  or  condition  is
permitted by another  agreement or covenant  shall not affect the  occurrence of
such default, unless expressly permitted under an exception to such covenant. In
addition,   all  representations   and  warranties   hereunder  shall  be  given
independent effect so that if a particular  representation or warranty proves to
be incorrect or is breached,  the fact that another  representation  or warranty
concerning the same or similar subject matter is correct or is not breached will
not affect the  incorrectness  of or a breach of a  representation  and warranty
hereunder.  The exhibits and any schedules  attached hereto are hereby made part
of this Agreement in all respects.

Section 15. Counterparts.

         This Agreement may be executed in any number of counterparts,  and each
such counterpart of this Agreement shall be deemed to be an original instrument,
but all such counterparts together shall constitute but one agreement. Facsimile
counterpart signatures to this Agreement shall be acceptable and binding.

<PAGE>

Section 16. Headings.

         The section and paragraph  headings contained in this Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

Section 17. Preparation of Agreement.

         The Company prepared this Agreement solely on its behalf. Each party to
this Agreement acknowledges that: (i) the party had the advice of, or sufficient
opportunity to obtain the advice of, legal counsel  separate and  independent of
legal  counsel for any other party  hereto;  (ii) the terms of the  transactions
contemplated by this Agreement are fair and reasonable to such party;  and (iii)
such party has voluntarily  entered into the  transactions  contemplated by this
Agreement without duress or coercion.  Each party further acknowledges that such
party was not  represented  by the legal  counsel of any other  party  hereto in
connection with the transactions  contemplated by this Agreement,  nor was he or
it under any belief or  understanding  that such legal counsel was  representing
his or its interests. Each party agrees that no conflict,  omission or ambiguity
in this Agreement, or the interpretation thereof, shall be presumed,  implied or
otherwise  construed against any other party to this Agreement on the basis that
such party was responsible for drafting this Agreement.


                     (REST OF PAGE LEFT INTENTIONALLY BLANK)



<PAGE>



IN WITNESS WHEREOF,  each of the undersigned has duly executed this Common Stock
Purchase Agreement as of the date first written above.


                               COMPANY:

                                NUWAY MEDICAL, INC., a Delaware corporation


                               By:
                                  ----------------------------------------
                                  Name:  Dennis Calvert
                                  Title:  President


                               PURCHASER:

                               [name]


                               By:
                                  ----------------------------------------
                                  Name:
                                  Title: